The Securities and Exchange Commission has published a notice regarding a proposed rule change by NYSE Texas, Inc., filed on December 29, 2025, to amend its Schedule of Fees and Rebates. This filing, effective immediately upon submission under Section 19(b)(3)(A)(ii) of the Securities Exchange Act of 1934, adjusts fees related to the Central Registration Depository system, which FINRA administers. The changes mirror FINRA's recent fee amendments for continuing education, qualification examinations, and registration processing, set to take effect on January 2, 2026. This development underscores ongoing efforts to standardize regulatory costs across self-regulatory organizations, potentially impacting broker-dealers that are not FINRA members by ensuring they bear equivalent fees for shared systems.
Background on the CRD System and Fee Structure
The Central Registration Depository, or CRD, serves as the primary licensing and registration platform for the U.S. securities industry. Operated by FINRA, it allows individuals and firms to submit registrations, fingerprints, and fees to multiple regulators through a single portal. It tracks qualification, employment, and disciplinary histories of associated persons at broker-dealers. NYSE Texas, as a self-regulatory organization, incorporates CRD fees into its schedule for participants that are not FINRA members, known as Non-FINRA Participants. These fees are collected by FINRA but listed in NYSE Texas's rules to maintain transparency.
NYSE Texas first adopted CRD fees in 2008 and has updated them periodically, including in 2013, 2022, 2023, and 2024, to align with FINRA's adjustments. The current proposal stems from FINRA's 2024 rule change, detailed in SEC Release No. 93709, which revised CRD fees for implementation from 2026 to 2028. As noted in the filing, 'CRD fees are user-based, and there is no distinction in the cost incurred by FINRA if the user is a FINRA member or a Non-FINRA Participant.' This ensures that Non-FINRA Participants on NYSE Texas face the same charges as FINRA members for identical services.
Key Components of the Proposed Fee Changes
The proposal targets three main areas: continuing education session fees, qualification examination fees, and system processing fees for registered representatives and principals.
For continuing education, the Regulatory Element session fee increases from $18 to $25. This applies to mandatory training that registered persons must complete to maintain their qualifications. The filing also removes references to outdated programs like S101 and S102, which are no longer active.
Examination fees are updated for several series. The Series 7 examination fee rises to $395, the Series 14 to $450, the Series 27 to $235, and the Series 57 to $105. These changes correct outdated amounts in NYSE Texas's fee schedule, such as the prior $300 for Series 57 and $175 for Series 27, bringing them in line with FINRA's structure.
System processing fees shift from a flat $70 per registered representative or principal to a tiered model based on the number of securities regulators with which the person is registered, excluding investment adviser representatives. The tiers are: $70 for 1 to 5 regulators, $95 for 6 to 20, $110 for 21 to 40, and $125 for 41 or more. This graduated approach, as adopted by FINRA in Section 4(b)(7) of its By-Laws, aims to better correlate fees with regulatory oversight complexity.
Legal and Statutory Basis
The filing asserts consistency with Section 6(b) of the Securities Exchange Act of 1934, particularly subsections emphasizing equitable fee allocation and the removal of market impediments. It argues that the changes promote just and equitable principles by charging identical fees for CRD use regardless of FINRA membership. As stated in the proposal, 'The costs of operating and improving the CRD system are similarly borne by FINRA when a Non-FINRA Participant uses the CRD system; accordingly, the fees collected for such use should mirror the fees assessed to FINRA members.'
This aligns with precedents like NYSE Texas's prior fee updates, such as in SEC Release No. 93907 (2022), which similarly harmonized costs. The immediate effectiveness under Rule 19b-4(f)(2) reflects the non-controversial nature of fee adjustments tied to another SRO's approved changes, avoiding burdens on competition as per Section 6(b)(8).
Implications and Perspectives
Short-term, the fee increases may raise operational costs for Non-FINRA Participants on NYSE Texas, particularly those with personnel registered across multiple jurisdictions. Firms might pass these costs to clients or absorb them, potentially affecting smaller broker-dealers more acutely. Long-term, standardization could enhance efficiency in the national market system by reducing disparities in regulatory expenses.
From a regulatory perspective, FINRA views the tiered fees as a way to align charges with costs, as noted in its filing: 'its proposed pricing structure is reasonable and correlates fees with the components that drive its regulatory costs to the extent feasible.' Critics, including some industry groups, might argue that escalating fees could deter new entrants or burden compliance, though no comments were received on this specific proposal. Supporters emphasize investor protection through sustained funding for registration oversight.
The proposal does not address broader issues like CRD system enhancements or alternative registration models, focusing solely on fee parity.
In summary, NYSE Texas's proposed amendments ensure fee consistency with FINRA, fostering equitable treatment in securities regulation. Potential next steps include the SEC's review period, during which comments may be solicited until February 3, 2026. If no suspension occurs within 60 days, the changes proceed. Ongoing debates may center on balancing regulatory funding with industry affordability, especially amid evolving market dynamics. Future challenges could involve further fee escalations or technological updates to the CRD system, prompting additional harmonization efforts across exchanges.
